NXH Next Hydrogen Solutions Inc

Next Hydrogen Solutions Inc. (the “Company” or “Next Hydrogen”) (TSXV:NXH, OTC:NXHSF), a designer and manufacturer of electrolyzers, is pleased to announce a private placement (the “Offering”) of unsecured convertible debentures (each, a “Debenture”) consisting of up to $3,000,000 principal amount of Debentures.

The Debentures shall mature on the earlier of the following to occur:

	(i)	24 months from the date of issuance;
	(ii)	on (x) a sale, merger, arrangement, amalgamation, business combination, or other transaction or series of transactions which results in a person other than the shareholders of the Company immediately prior to such transaction holding more than 50% of the votes attributable to the shares of the surviving issuer or acquiring corporation; or (y) the sale, lease, transfer, exclusive license, or other disposition of all of substantially all of the assets of the Company, unless such sale, lease, transfer, license or disposition is to a wholly-owned subsidiary of the Company; or
	(iii)	on any demand for payment as a result of an event of default under the terms of the Debenture.

The Debentures shall bear interest at a rate of 10.0% per annum from the date of issue, calculated and paid in cash on a semi-annual basis. The holders of the Debentures may elect to convert the principal and all accrued, but unpaid interest under the Debenture into that amount of common shares of the Company (“Common Shares”), computed on the basis of the outstanding principal and all accrued, but unpaid interest under the Debenture divided by $1.00 per Common Share.

The closing of the Offering is expected to take place on November 29, 2024, or such other date(s) as the Company may determine.

Next Hydrogen intends to use the proceeds of the Offering to invest in their scale-up efforts and for general corporate purposes.

The Debentures will be direct, unsecured, subordinated obligations of the Company and will rank equally and rateably with all other existing and future unsecured indebtedness of Next Hydrogen to the extent subordinated on the same terms. The Debentures will not restrict the Company or its subsidiaries from incurring additional indebtedness or from mortgaging, pledging or charging its properties to secure any indebtedness or liabilities. The Debentures are being offered on a private placement basis in Canada and in offshore jurisdictions in reliance upon exemptions from the prospectus requirements under applicable securities legislation.

All moneys quoted in this press release shall be stated and paid in the lawful money of Canada.

The Debentures have not been and will not be qualified for sale to the public under applicable securities laws in Canada, and accordingly, any offer and sale of the Debentures in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws. The Debentures have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any other jurisdiction, and may not be offered or sold in the United States, or for the account or benefit of a U.S. person, absent registration under, or an applicable exemption from the registration requirements of, the U.S. Securities Act.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Debentures in any jurisdiction in which such offer, solicitation or sale would be unlawful.

This proposed private placement is subject to receipt of all required regulatory approvals, including that of the TSX Venture Exchange (“TSXV”). There can be no assurance that the Offering will be completed as proposed or at all.

The TSXV has in no way passed upon the merits of the Offering and has neither approved nor disapproved the contents of this press release.

About Next Hydrogen

Founded in 2007, Next Hydrogen is a designer and manufacturer of electrolyzers that use water and electricity as inputs to generate clean hydrogen for use as an energy source. Next Hydrogen’s unique cell design architecture supported by 40 patents enables high current density operations and superior dynamic response to efficiently convert intermittent renewable electricity into green hydrogen on an infrastructure scale. Following successful pilots, Next Hydrogen is scaling up its technology to deliver commercial solutions to decarbonize transportation and industrial sectors.

Contact Information

Raveel Afzaal, President and Chief Executive OfficerNext Hydrogen Solutions Inc.Email: rafzaal@nexthydrogen.comPhone: 647-961-6620

www.nexthydrogen.com

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statements

This news release contains “forward-looking information” and “forward-looking statements”. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes”, or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: the risk that the Offering will not be completed as planned or at all; the risks associated with the hydrogen industry in general; delays or changes in plans with respect to infrastructure development or capital expenditures; uncertainty with respect to the timing of any contemplated transactions or partnerships, or whether such contemplated transactions or partnerships will be completed at all; the timing for any submissions or correspondences with applicable securities laws regulators; whether the uncertainty of estimates and projections relating to costs and expenses; failure to obtain timely necessary regulatory approvals and all required TSXV approvals; health, safety and environmental risks; uncertainties resulting from potential delays or changes in plans with respect to infrastructure developments or capital expenditures; currency exchange rate fluctuations; as well as general economic conditions, stock market volatility; and the ability to access sufficient capital. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, there will be no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.